1 unchanged sentence
10b5-1 Trading Plans
−Removed: the three months ended November 30, 2025, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1
−Removed: trading arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense
−Removed: conditions of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.
−Removed: Certificate of Designation of Series Q Nonvoting Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025, and incorporated herein by reference)
−Removed: Form of Warrant (Charcoal Investments, Ltd) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 28, 2025, and incorporated herein by reference).
−Removed: Form of Securities Q Preferred Stock Purchase Agreement dated as of September 10, 2025 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 15, 2025, and incorporated herein by reference).
−Removed: Form of Debt Conversion Agreement (filed as Exhibit 10.1 to the Company’s Current Report filed on September 18, 2025, and incorporated herein by reference).
−Removed: Securities Purchase Agreement between the Company and Charcoal Investments Ltd.
−Removed: dated as of November 21, 2025(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 28, 2025, and incorporated herein by reference).
+Added: the three months ended May 31, 2026, none of our directors or officers entered into, modified or terminated a “Rule 10b5-1 trading
+Added: arrangement” or “non-Rule 10b5-1 trading arrangement,” that were intended to satisfy the affirmative defense conditions
+Added: of Rule 10b5-1, in each case as defined in Item 408 of Regulation S-K.
+Added: Certificate of Designation of Series A Convertible Preferred Stock.
+Added: Certificate of Designation of Series B Convertible Preferred Stock (Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2026, and incorporated herein by reference).
+Added: Warrant between the Company and KC Global Media LLC, dated April 15, 2026.
+Added: Form of Warrant between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 8, 2026 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
+Added: Warrant between the Company and KC Global Media LLC, dated May 8, 2026.
+Added: Unsecured Short-Term Promissory Note between the Company and The Donald P.
+Added: Monaco Insurance Trust, dated March 26, 2026 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on May 29, 2026, and incorporated herein by reference).
+Added: Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated April 15, 2026.
+Added: Securities Purchase Agreement between the Company and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
+Added: Securities Purchase Agreement between the Company and KC Global Media Asia, LLC dated May 8, 2026.
+Added: Form of Pledge Agreement between William Kerby and Helena Global Investment Opportunities 1 Ltd., dated May 6, 2026 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 8, 2026, and incorporated herein by reference).
+Added: Amendment 8 to the March 26, 2026 Unsecured Short-Term Promissory Note between the Company and The Donald P.
+Added: Monaco Insurance Trust, dated June 30, 2026.
Rule 13a-14(a) Certification of Principal Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13 unchanged sentences
the undersigned, thereunto duly authorized.
−Removed: NEXTTRIP, INC.
−Removed: January 14, 2026
−Removed: /s/ William Kerby
William Kerby
−Removed: Chief Executive Officer (Principal Executive Officer)
−Removed: January 14, 2026
−Removed: /s/ Frank Orzechowski
+Added: Executive Officer (Principal Executive Officer)
Frank Orzechowski
−Removed: Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
+Added: Financial Officer and Treasurer (Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.